Organization of the Company; Authority; Due Execution Sample Clauses

Organization of the Company; Authority; Due Execution. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of New Jersey, has all corporate requisite power and authority to own (or, as applicable, lease) and operate its properties and assets and to carry on its business as presently conducted, and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect. The Company has made available to the Surviving Entity a complete and correct copy of its Governing Documents. The Governing Documents are in full force and effect and, except as provided in this Agreement, no proceeding for the amendment thereof is pending or currently contemplated, and the Company is not in violation of any provision of its Governing Documents. Schedule 4.1(a) hereto contains a correct and complete list of each jurisdiction where the Company is qualified or licensed to do business. The Company has made available to the Surviving Entity the Company Records.
Sample 1
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Organization of the Company; Authority; Due Execution. (a) The Company is a company duly incorporated, validly existing and in good standing under the laws of Barbados, is duly licensed as an international business company under the International Business Companies Act, Cap.77 of the laws of Barbados and has all requisite corporate or similar power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification in order to avoid a Material Adverse Effect. The Company has provided the Buyer a complete and correct copy of its certificate and articles of incorporation and amendment and by-laws, each as amended to date. Such certificates and articles of incorporation and amendment and by-laws so delivered are in full force and effect. Schedule 3.1 hereto contains a correct and complete list of each jurisdiction where the Company is qualified or licensed to do business. The Company has provided the Buyer complete and accurate copies of the minutes of all meetings of the board of directors and the shareholders of the Company and all resolutions in writing of the board of directors and the shareholders of the Company in lieu of meetings, and all minutes of meetings or resolutions in writing in lieu of meetings of the committees of directors, if any. The minute books and other similar records of the Company contain accurate summaries of all actions taken at all meetings of the shareholders of the Company, the board of directors of the Company and the committees thereof, and include all resolutions in writing executed in lieu of the holding of any such meetings.
Sample 1
Organization of the Company; Authority; Due Execution. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate or similar power and authority to own and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification. The Company has made available to the Buyer a complete and correct copy of its certificate of incorporation and bylaws as amended to date. Such certificates of incorporation and bylaws so delivered are in full force and effect. Schedule 5.1 hereto contains a complete and accurate list of each jurisdiction where the Company is qualified or licensed to do business. The Company has made available to the Buyer complete and accurate copies of the minutes of all meetings of the stockholders of the Company, the board of directors of the Company and the committees thereof. The minute books and other similar records of the Company contain accurate summaries of all actions taken at any meetings of the stockholders of the Company, the board of directors of the Company and the committees thereto, and include all written consents executed in lieu of the holding of any such meeting.
Sample 1
Organization of the Company; Authority; Due Execution. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Maryland, has all corporate requisite power and authority to own (or, as applicable, lease) and operate its properties and assets and to carry on its business as presently conducted, and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect. Schedule 4.1(a) hereto contains a correct and complete list of each jurisdiction where the Company is qualified or licensed to do business. The Company has made available to the Buyer the Company Records.
Sample 1

Related to Organization of the Company; Authority; Due Execution

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Organization of the Buyer The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Acquisition of the Company Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for

  • Organization and Governmental Authorization; No Contravention The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

  • Organization of the Purchaser The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.

  • Organization of Company The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Company is duly authorized to conduct business and is in good standing under the laws in every jurisdiction in which the ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. The Company has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on its business. The Company has no subsidiaries and does not control any entity, directly or indirectly, or have any direct or indirect equity participation in any other entity.

  • Organization and Good Standing of the Company The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation as set forth above. The Company is not required to be qualified to transact business in any other jurisdiction where the failure to so qualify would have an adverse effect on the business of the Company.

  • Corporate Organization of the Company (a) The Company has been duly incorporated, is validly existing and in good standing under the Laws of the State of Delaware and has the requisite power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The certificate of incorporation and by-laws of the Company previously made available by the Company to Acquiror are true, correct and complete and are in effect as of the date of this Agreement.

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

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